Jacqueline Shea
INOVIO PHARMACEUTICALSAbout Jacqueline Shea
Jacqueline E. Shea, Ph.D., 59, is INOVIO’s President, Chief Executive Officer, and Director (CEO since May 2022; director since 2022). She holds a Ph.D. from the National Institute for Medical Research, London, and a B.Sc. (Hons) in Applied Biology from the University of Bath, U.K. . Under her tenure, INOVIO advanced INO-3107 toward BLA submission (rolling submission planned to begin mid‑2025) and progressed oncology and infectious disease programs . Pay-versus-performance disclosures reflect severe stock underperformance (value of $100 invested fell from $31.26 in 2022 to $3.06 in 2024) alongside narrowing net losses, framing the pay-performance context for 2022–2024 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) ($) | 31.26 | 10.22 | 3.06 |
| Net loss ($ millions) | (280) | (135) | (107) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| INOVIO | Chief Operating Officer | 2019–May 2022 | Operational leadership preceding CEO transition |
| Aeras (non-profit) | Chief Executive Officer | 2015–2018 | Led global TB vaccine development strategy |
| Aeras | Chief Operating Officer | 2014–2015 | Scaled operations for TB vaccine programs |
| Emergent BioSolutions | VP, BD (Europe) | 2013–2014 | Business development across Europe |
| Oxford–Emergent TB Consortium | VP & General Manager | 2008–2013 | Ran global health JV on TB vaccines |
| Emergent BioSolutions | Sr. Director, BD | 2005–2008 | Built partnering pipeline |
| Imperial College London | Post‑doctoral researcher | Early career | Scientific foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | — | Current | None (0) public boards; INOVIO board only |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 750,615 (includes payout of accrued vacation) | 728,000 |
| Target bonus (% of base) | 60% | 60% |
| Actual annual cash incentive ($) | 371,280 | 340,704 (paid Q1 2025) |
Notes: As of March 1, 2025, Dr. Shea’s base salary remained $728,000; target bonus 60% . Annual bonuses are paid the following Q1 .
Performance Compensation
2024 corporate scorecard yielded a 78% payout of target; CEO target was 60% of salary .
| 2024 Objective | Target weight (%) | Actual achievement (%) | Payout mechanics | Result |
|---|---|---|---|---|
| INO‑3107 development/commercial readiness | 60 | 43 | Committee could award partial credit; overall corporate score determines payout | Contributed to 78% overall payout |
| INO‑3112 oncology pathway | 14 | 14 | As above | Included in 78% |
| Pipeline: chronic viral/premalignant/cancers | 4 | 2 | As above | Included in 78% |
| Preventative vaccines/infectious disease | 4 | 2 | As above | Included in 78% |
| Financing/HR/communications | 18 | 17 | As above | Included in 78% |
| Overall corporate performance | 100 | — | Weighted performance payout percentage | 78% |
| CEO payout (cash) | — | — | 60% target x 78% on $728k salary; paid following Q1 | $340,704 |
2024 equity awards to CEO (grant date May 23, 2024) :
- Milestone-based RSUs: 23,240 units; grant-date FV $254,710 (at $10.96 close)
- Market-based RSUs: 9,960 units; grant-date FV $106,472 (Monte Carlo $10.69)
- Stock options: grant-date FV $475,977 (SCT classification)
| Equity element (2024) | Grant details | Units | Grant-date valuation |
|---|---|---|---|
| Milestone-based RSUs | Granted 5/23/2024; close $10.96 | 23,240 | $254,710 |
| Market-based RSUs | Monte Carlo FV per unit $10.69 | 9,960 | $106,472 |
| Stock options | Per SCT; valuation under ASC 718 | — | $475,977 |
Multi-year compensation mix (SCT):
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non‑equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 750,615 | 491,873 | 812,999 | 371,280 | 12,141 | 2,438,908 |
| 2024 | 728,000 | 490,819 | 475,977 | 340,704 | 15,169 | 2,050,669 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 276,160 shares total; includes 206,366 options exercisable within 60 days and 23,244 RSUs vesting within 60 days of 3/24/2025 |
| Ownership % of outstanding | <1% (36,673,464 shares outstanding at 3/24/2025) |
| Stock ownership guidelines | CEO requirement: 3x annual base salary |
| Compliance status | Section 16 officers (incl. CEO) making appropriate progress toward guidelines as of 3/24/2025 |
| Hedging/pledging | Hedging prohibited; pledging/margin transactions prohibited without prior Compensation Committee consent |
| Near-term vesting/supply | 23,244 RSUs scheduled to vest within 60 days of 3/24/2025; 206,366 options already exercisable within 60 days |
Program-wide equity and overhang context (as of 3/24/2025):
- Options outstanding: 1,748,288 (WAEP $33.13; 6.4 years remaining)
- Full value awards outstanding: 703,770
- Shares outstanding: 36,673,464; close price $1.88
Employment Terms
| Term | Provision |
|---|---|
| Role | CEO under employment agreement (formerly COO/EVP) |
| Base salary | $728,000 as of 3/1/2025 |
| Target bonus | 60% of base salary |
| Severance (no CIC) | Salary continuation: 18 months for CEO; Company-paid COBRA during same period; requires release and compliance with covenants |
| Change-in-control (CIC) | Double-trigger: if Covered Termination within 1 year after CIC → salary continuation 24 months; bonus = 2x target; 100% vesting of time-based equity; Company-paid COBRA for 24 months |
| Death/Disability | Disability: salary continuation (18 months) and continued vesting per schedule; performance awards remain outstanding for performance period. Death: time-based equity vests per participation agreement; performance awards remain outstanding for performance testing |
| Equity acceleration under corporate transaction | If awards not assumed/continued/substituted, acceleration provisions apply; performance awards accelerate at 100% target unless award agreement provides otherwise |
| Gross-ups | None; no single-trigger CIC provisions |
| Clawback | Dodd-Frank-compliant clawback adopted; restatement-based recovery plus existing governance guideline recoupment |
| Hedging/pledging | Hedging prohibited; pledging/margin transactions require prior committee consent |
Board Governance
- Board service: Director since 2022; CEO and director (not independent) .
- Committees: No standing committee assignments for CEO; all committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent .
- Board leadership: Independent Chairman; roles of CEO and Chairman separated; regular executive sessions of non‑executive directors .
- Attendance: In 2024, Board met 7x; 7 of 8 directors attended ≥75% of board/committee meetings; all directors attended 2024 Annual Meeting .
- Other public company boards for Shea: None (0) .
Performance & Track Record Highlights (Company context under Shea)
- 2024 business progress: moved INO‑3107 toward BLA; durability and immunology data; EMA CAT certification; ILAP innovative medicine designation (U.K.); oncology Phase 3 collaboration (Coherus); Ebola booster program progress .
- 2025 plan: begin rolling BLA submission for INO‑3107 mid‑2025; target FDA acceptance by year end (accelerated approval path) .
Compensation Committee & Pay Governance
- Compensation Committee: Wendy L. Yarno (Chair), Simon X. Benito, Lota S. Zoth; all independent .
- Consultant: Aon engaged; no conflicts reported .
- Stockholder engagement: Outreach to top holders in Fall 2024; enhanced disclosure on performance objectives and pay practices in response .
- Pay-versus-performance: “Compensation Actually Paid” vs TSR and net loss trends disclosed for 2022–2024 .
Investment Implications
- Alignment/mix: CEO pay places substantial weight on performance-based cash and equity; 2024 corporate scorecard paid at 78% amid clinical and financing milestones, but multi‑year TSR deterioration underscores investor sensitivity to execution toward INO‑3107 commercialization and oncology inflection points .
- Vesting/selling pressure: As of March 24, 2025, 23,244 RSUs were scheduled to vest within 60 days and 206,366 options were exercisable within 60 days for the CEO; while policy limits hedging/pledging, periodic vestings can add supply around windows; monitor Form 4s for actual selling .
- Retention/CIC economics: Double-trigger CIC with 24 months salary + 2x target bonus and full acceleration of time-based equity provides strong retention through potential strategic events; absence of gross‑ups and no single-trigger is shareholder-favorable .
- Governance mitigants: Independent chair, fully independent committees, Dodd‑Frank clawback, and ownership guidelines (CEO 3x salary) support alignment; management reported progress toward ownership compliance as of March 2025 .
- Risk watch‑list: Continued negative TSR trend and ongoing net losses increase execution risk; focus on regulatory milestones (INO‑3107 BLA) and capital access to align future pay outcomes with value creation .